Common use of Investment Property Clause in Contracts

Investment Property. If Pledgor shall at any time hold or acquire any certificated securities, Pledgor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor are uncertificated and are issued to Pledgor or its nominee directly by the issuer thereof, Pledgor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, to comply with instructions from Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor are held or acquired by Pledgor or its nominee through a securities intermediary or commodity intermediary, Pledgor shall immediately notify Secured Party thereof and shall cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID), to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within two Business Days) notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within two Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securitiesCertificated Securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities Securities now owned held or hereafter acquired by Pledgor the Debtor are uncertificated Uncertificated Securities and are issued to Pledgor the Debtor or its nominee directly by the issuer Issuer thereof, Pledgor the Debtor shall immediately promptly notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (i) cause the Issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securitiesSecurities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for the Secured Party or a Delegate to become the registered owner of the securitiesSecurities. If the Debtor, as registered holder of Investment Property, receives (i) any dividend or other distribution in cash or other property in connection with the liquidation or dissolution of the Issuer of such Investment Property, or in connection with the redemption or payment of such Investment Property, or (ii) any stock certificate, option or right, or other distribution, whether as an addition to, in substitution of, or in exchange for, such Investment Property, or otherwise, the Debtor agrees to accept the same in trust for the Secured Party and the Lenders and to forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify, to be held by the Secured Party as Collateral. If any securitiesSecurities, whether certificated Certificated Securities or uncertificatedUncertificated Securities, or other investment property Investment Property now held or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, Pledgor the Debtor shall immediately promptly notify the Secured Party thereof and shall cause such securities intermediary or (as and, at the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant to which either (i) cause such securities intermediary Securities Intermediary or commodities intermediaryCommodity Intermediary, as the case may be, shall, among other things, to agree to comply with entitlement orders Entitlement Orders or other instructions from the Secured Party to such securities intermediary Securities Intermediary as to such securities Securities or other investment propertyInvestment Property or, or (as the case may be) , to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediaryCommodity Intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets Financial Assets or other investment property Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder Entitlement Holder with respect to such investment propertyInvestment Property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCInvestment Property.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall Subject in all cases to the terms of any applicable Intercreditor Agreement, if the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within two Business Days) notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within two Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately promptly notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately promptly notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, Pledgor such Grantor shall forthwith endorse, assign sign and deliver the same to the Secured Party, Party accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities security is now owned or hereafter acquired by Pledgor any Grantor are uncertificated and are issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor such Grantor shall immediately notify the Secured Party thereof and shall cause at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant Party either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor Securities or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securitiesSecurities, whether certificated or uncertificated, uncertificated or other investment property Investment Property now or hereafter acquired by Pledgor the Grantor are held or acquired by Pledgor any Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, Pledgor the Grantor shall immediately notify the Secured Party thereof and shall cause such securities intermediary or (as at the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant to which Party either (i) cause such securities intermediary Securities Intermediary or commodities intermediaryCommodity Intermediary, as the case may be, shall, among other things, to agree to comply comply, in each case, without further consent of such Grantor or such nominee, at any time with entitlement orders Entitlement Orders or other instructions from the Secured Party to such securities intermediary Securities Intermediary as to such securities Securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor Commodity Intermediary or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets Financial Assets or other investment property Investment Property held through a securities intermediarySecurities Intermediary, arrange for this Secured Party or a Delegate to become the entitlement holder Entitlement Holder with respect to such investment propertyInvestment Property, with Pledgor such Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor that The Secured Party shall not give any such entitlement orders Entitlement Order or instructions or directions to any such issuerissuers, securities intermediary Securities Intermediary or commodity intermediary, Commodity Intermediary and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Grantor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCcontinuing.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any commodity interests or securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtors shall at any time hold or acquire any certificated securities, Pledgor the Debtors shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtors are uncertificated and are issued to Pledgor the Debtors or its their nominee directly by the issuer thereof, Pledgor the Debtors shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtors or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtors are held by the Debtors or acquired by Pledgor or its their nominee through a securities intermediary or commodity intermediary, Pledgor the Debtors shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtors or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtors being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtors that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Debtors, unless an Enforcement Event Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occuroccurred. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable nominee or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any commodity interests or securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (a) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable nominee or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (b) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor Debtor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall a Company shall, now or at any time hereafter, hold or acquire any certificated securitiessecurities (other than those which constitute Excluded Assets, Pledgor such Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor a Company which constitute Collateral are uncertificated and are issued to Pledgor such Company or its nominee directly by the issuer thereof, Pledgor such Company shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of such Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor a Company and which constitute Collateral are held or acquired by Pledgor such Company or its nominee through a securities intermediary or commodity intermediary, Pledgor such Company shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of such Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID), to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor each Company that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorsuch Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign assign, and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with of such issuance and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (i) cause the issuer thereof to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for Secured Party or a Delegate to become the registered owner of the such securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by Pledgor Debtor, are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof thereof, and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property Investment Property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment propertyInvestment Property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor Debtor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary intermediary, or commodity intermediaryintermediary of Investment Property, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurcontinuing. The provisions of this Section 6.06 3.3(g) shall not apply to any financial assets credited to a securities account for which Secured Party or an Affiliate of Secured Party is the securities intermediary. With respect The Investment Property required to any such Collateral in be pledged hereunder and under the possession or within Credit Agreement by the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 Debtor as of the NYUCCClosing Date are listed in Schedule 3.3(g) hereto.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within two Business Days) notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within two Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Grantor shall at any time hold or acquire any certificated securities, Pledgor the Grantor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Grantor are uncertificated and are issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor the Grantor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either: (i) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor the Grantor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by Pledgor the Grantor are held or acquired by Pledgor the Grantor or its nominee nominees through a securities intermediary or commodity intermediary, Pledgor the Grantor shall immediately notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either: (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Grantor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property Investment Property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment propertyInvestment Property, with Pledgor the Grantor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor the Grantor that Secured Party shall not give any such entitlement orders or orders, instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Grantor, unless an Enforcement Event of Default has occurred and is continuing occurred, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 4.10(b) shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time reasonably specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within two (2) Business Days) notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within two (2) Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within five (5) Business Days) notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within five (5) Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any commodity interests or securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC4.4.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securitiessecurities (other than those which constitute Excluded Assets, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company which constitute Collateral are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company and which constitute Collateral are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID), to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor Debtor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securitiessecurities in any Guarantor, Pledgor Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately promptly notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately promptly notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor Debtor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Debtor shall, at any time time, hold or acquire any certificated securitiessecurities (other than securities of the Debtor), Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately promptly notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately promptly notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall at any time hold or acquire the Borrower holds any certificated securitiessecurities that constitute part of the Collateral, Pledgor the Borrower shall forthwith promptly endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Borrower that constitute part of the Collateral are uncertificated and are issued to Pledgor the Borrower or its nominee directly by the issuer thereof, Pledgor the Borrower shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request, pursuant to an agreement, in form and substance satisfactory to the Secured Party, pursuant either (i) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Borrower or such nominee; in the event Pledgor is unable nominee or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by Pledgor the Borrower that are part of the Collateral are held or acquired by Pledgor the Borrower or its nominee through a securities intermediary (as defined in Section 8 102 of the UCC) or commodity intermediaryintermediary (as defined in Section 9 102 of the UCC), Pledgor the Borrower shall immediately notify the Secured Party thereof and shall and, at the Secured Party’s request, cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written control agreement or other authenticated record with the Secured Party, in form and substance satisfactory to the Secured Party, pursuant to which such securities intermediary or commodities intermediary, as and take all other steps deemed necessary by the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to perfect the security interest of the Secured Party in such securities or other investment propertyInvestment Property, or (as all pursuant to Sections 9 106 and 9 314 of the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement UCC or other authenticated record from a applicable law governing the perfection of the Secured Party’s security interest in such securities intermediary or commodities intermediary, as the case may be, Pledgor shall, in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID), to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCInvestment Property.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securitiessecurities representing the Collateral, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor representing Collateral are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's written request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securitiessecurities representing Collateral, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's written request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor any Grantor shall at any time hold or acquire any certificated securities, Pledgor the Grantor shall forthwith endorse, assign and deliver the same to the Secured Party, or provided the Revolver is still in effect, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Grantor are uncertificated and are issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor the Grantor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Grantor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor any Grantor are held or acquired by Pledgor the Grantor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Grantor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Grantor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign assign, and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with of such issuance and, at Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (i) cause the issuer thereof to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for Secured Party or a Delegate to become the registered owner of the such securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by Pledgor Debtor, are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof thereof, and, at Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property Investment Property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment propertyInvestment Property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor Debtor that Secured Party shall not give any such entitlement orders or instructions or directions to any such of Investment Property, issuer, securities intermediary intermediary, or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurcontinuing. The provisions of this Section 6.06 3.3(h) shall not apply to any financial assets credited to a securities account for which Secured Party or an Affiliate of Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall Debtor at any time hold holds or acquire acquires any certificated securitiessecurities comprising part of the Collateral, Pledgor Debtor shall forthwith promptly endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities Securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (i) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (A) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities Securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (B) in the case of financial assets or other investment property Investment Property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment propertyInvestment Property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor Debtor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by PledgorDebtor, unless an Enforcement Event has occurred and is continuing a Default exists or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall any Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor such Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor a Company are uncertificated and are issued to Pledgor such Company or its nominee directly by the issuer thereof, Pledgor such Company shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply without further consent of such Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor a Company are held or acquired by Pledgor a Company or its nominee through a securities intermediary or commodity intermediary, Pledgor such Company shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of such Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor such Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor each Company that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorsuch Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor any of the Collateral shall at any time hold or acquire any consist of certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any such securities now owned or hereafter acquired by Pledgor the Debtor as payment under a Customer Contract are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor constitute Collateral and are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCcontinuing.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire ------------------- any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor Debtor that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurcontinuing. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately promptly notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately promptly notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor Debtor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any commodity interests or securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Bond Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall at Debtor now or any time hold after holds or acquire acquires any certificated securitiesCertificated Securities* for its own benefit (and not as an accommodation to its shareholders) in excess of $100,000, Pledgor shall forthwith upon the occurrence of a non-cured Event of Default, the Debtor will promptly endorse, assign assign, pledge and deliver the same to Secured Party, accompanied by together with such instruments of assignment or transfer or assignment duly executed in blank as and in form acceptable to Secured Party may from time to time specifyParty. If Debtor now or at any securities now owned time after holds or hereafter acquired by Pledgor are uncertificated and acquires any Uncertificated Securities* or Commodities*, that are issued to Pledgor or for the benefit or Debtor or its nominee directly by the any issuer or seller thereof in excess of $100,000, Debtor will promptly notify and inform Secured Party thereof, Pledgor shall immediately notify and at Secured Party’s election and written request in any form reasonably acceptable to Secured Party thereof and shall either (i) cause the issuer or seller to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to any such securitiesInvestment Property, without further consent of Pledgor Debtor or such nominee; in , or (ii) upon the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issueroccurrence of a non-cured Event of Default, Pledgor shall arrange for Secured Party or a Delegate to become the registered owner of the securitiesInvestment Property. If any securitiesInvestment Property, whether certificated Certificated or uncertificatedUncertificated, is held by or other investment property now or hereafter acquired by Pledgor are held or acquired by Pledgor for Debtor or its nominee through a securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary* in excess of $100,000, Pledgor shall immediately Debtor will promptly notify and inform Secured Party thereof thereof, and shall cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with at Secured Party, ’s election and written request in form and substance satisfactory an agreement reasonably acceptable to Secured PartyParty either, pursuant upon the occurrence of a non-cured Event of Default (x) cause the Securities or Commodity Intermediary to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions directly from Secured Party to such securities intermediary concerning the Investment Property in question, or, as to such securities or other investment propertyappropriate, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Commodity Contract*, or (y) arrange for the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment propertyInvestment Property, with Pledgor the Debtor being permitted, only permitted with the Secured Party’s prior consent of Secured Party (acting on instructions received pursuant to the terms of the STID), to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurInvestment Property. The provisions of this Section 6.06 shall foregoing will not apply to any financial assets credited to Investment Property that is in a securities account for Securities or Commodity Account of which Secured Party itself is the securities intermediary. With respect Securities or Commodity Intermediary, as to any such which that particular Collateral in the possession or within the control of is deemed pledged to and held by Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire -------------------- any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. With respect to Investment Property and Pledged Securities: If Pledgor any Debtor shall at any time hold own or acquire any Pledged Securities which are certificated securities, Pledgor whether as a stock split, stock dividend, or other distribution with respect to Pledged Securities, or otherwise, such Debtor shall forthwith endorsepromptly, assign and in any event within ten (10) Business Days after receipt thereof, deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities Pledged Securities now owned or hereafter acquired by Pledgor any Debtor are uncertificated securities and are issued to Pledgor such Debtor or its nominee directly by the issuer thereof, Pledgor such Debtor shall immediately promptly, but in any event within ten (10) Business Days of receipt thereof, notify the Secured Party thereof thereof, and shall cause take any actions reasonably requested by the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, to comply with instructions from Secured Party as to such securities, without further consent of Pledgor or such nominee; in enable the event Pledgor is unable or otherwise fails Secured Party to obtain such written agreement or other authenticated record from an issuer, Pledgor shall arrange for Secured Party or a Delegate to become “control” (within the registered owner meaning of Section 8.106 of the securitiesCode) with respect thereto. If any securitiesPledged Securities, whether certificated securities or uncertificateduncertificated securities, or other investment property Investment Property now owned or hereafter acquired by Pledgor any Debtor are held owned or acquired by Pledgor such Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor such Debtor shall immediately promptly, but in any event within ten (10) Business Days of such intermediary holding such Pledged Securities or other Investment Property, notify the Secured Party thereof and and, shall cause such take any actions reasonably requested by the Secured Party to enable the Secured Party to obtain “control” (within the meaning of Section 8.106 and/or Section 9.106 of the Code, as applicable) with respect thereto. To the extent that the Secured Party has the right pursuant to the foregoing or any control or other similar agreement to give entitlement orders or instructions or directions to any issuer, securities intermediary or (as the case may be) commodity intermediary or to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory withhold its consent to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account exercise of any commodity contract as directed withdrawal or dealing rights by Secured Party to such commodity intermediaryany Debtor, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID), to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor each Debtor that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent consent, where required, to the exercise of any withdrawal or dealing rights by Pledgorany Debtor, unless an Enforcement Event of Default has occurred and is continuing. So long as no Event of Default has occurred and is continuing, each Debtor shall be entitled: to exercise, in a manner not inconsistent with the terms hereof, the voting power with respect to the Pledged Securities of such Debtor; and to receive and retain for its own account any and all payments, proceeds, dividends, distributions, property, assets, or rights to the extent such are permitted pursuant to the terms of the Loan Agreement. Upon the occurrence and during the continuance of any Event of Default, all rights of each Debtor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 4.5(b) and to receive the payments, proceeds, dividends, distributions, property, assets, or rights that the Debtor would otherwise be authorized to receive and retain pursuant to Section 4.5(b) shall cease, and thereupon the Secured Party shall be entitled to exercise all voting power with respect to the Pledged Securities and to receive and retain, as Collateral hereunder, any and all payments, proceeds, dividends, distributions, property, assets, or rights declared or paid upon any of the Pledged Securities during such Event of Default and otherwise to act with respect to the Pledged Securities to the same extent as the applicable Debtor would have been, absent application of this clause (c). All payments, proceeds, dividends, distributions, property, assets, instruments or rights that are received by each Debtor contrary to the provisions of this Section 4.5 shall be received and held in trust by such Debtor for the benefit of the Secured Party, shall be segregated by each Debtor from other funds of such Debtor and shall be forthwith paid over to the Secured Party as Pledged Securities in the same form as so received (with any necessary endorsement). If such Debtor is an issuer of Pledged Securities, such Debtor agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it and (ii) it will comply with instructions received by it pursuant to the terms of Section 4.5(f) with respect to the Pledged Securities issued by it. In addition, if any such Debtor is a partnership or a limited liability company, such Debtor (i) confirms that none of the terms of any Equity Interest issued by it provides that such Equity Interest is a “security” within the meaning of the Code, (ii) agrees that it will take no action to cause or permit any such Equity Interest to become a security, (iii) agrees that it will not issue any certificate representing any such Equity Interest and (iv) agrees that if, notwithstanding the foregoing, any such Equity Interest shall be or become a security, such Debtor will (and the Debtor that holds such Equity Interest hereby instructs such issuing Debtor to) comply with instructions originated by the Secured Party without further consent by such Debtor. Each Debtor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Debtor hereunder to (i) comply with any instruction received by it from the Secured Party in writing that (x) states that an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not (y) is otherwise permitted by in accordance with the Relevant Documents, a Default or Event of Default would occur. The provisions terms of this Section 6.06 Agreement, without any other or further instructions from such Debtor, and each Debtor agrees that each such issuer shall not apply be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to any financial assets credited the Pledged Securities directly to a securities account for which the Secured Party is the securities intermediaryParty. DDAs. With respect to any DDAs, such Collateral in Debtor maintaining such DDA will take any actions reasonably requested by the possession or Secured Party to enable the Secured Party to obtain “control” (within the control meaning of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections Section 9-207(c)(1), 9-207(c)(2) and 9-208 104 of the NYUCCCode) with respect thereto. Each Debtor will comply with the provisions of Section 7.11 of the Loan Agreement governing maintenance of business, cash management, operating and administrative accounts.

Investment Property. If Pledgor any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, Pledgor such Grantor shall forthwith endorse, assign sign and deliver the same to the Secured Party, Party accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities security, now owned or hereafter acquired by Pledgor are any Grantor, is uncertificated and are is issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor such Grantor shall immediately notify the Secured Party thereof and shall cause at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant Party either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor Securities or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificated, uncertificated or other investment property Investment Property now or hereafter acquired by Pledgor the Grantor are held or acquired by Pledgor any Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, Pledgor the Grantor shall immediately notify the Secured Party thereof and shall cause such securities intermediary or (as at the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant to which Party either (i) cause such securities intermediary Securities Intermediary or commodities intermediaryCommodity Intermediary, as the case may be, shall, among other things, to agree to comply comply, in each case, without further consent of such Grantor or such nominee, at any time with entitlement orders Entitlement Orders or other instructions from the Secured Party to such securities intermediary Securities Intermediary as to such securities Securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor Commodity Intermediary or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets Financial Assets or other investment property Investment Property held through a securities intermediarySecurities Intermediary, arrange for this Secured Party or a Delegate to become the entitlement holder Entitlement Holder with respect to such investment propertyInvestment Property, with Pledgor such Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor that The Secured Party shall not require that any Guarantor notify the Secured Party of the existence of Securities or deliver such Securities to the Secured Party or give any such entitlement orders Entitlement Order or instructions or directions to any such issuerissuers, securities intermediary Securities Intermediary or commodity intermediary, Commodity Intermediary and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Grantor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCcontinuing.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (5) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (6) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (A) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable nominee or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (B) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 2.03(c) shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall Debtor at any time hold holds or acquire acquires any certificated securitiessecurities comprising part of the Collateral, Pledgor Debtor shall forthwith promptly endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities Securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (i) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (A) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities Securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (B) in the case of financial assets or other investment property Investment Property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment propertyInvestment Property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor Debtor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by PledgorDebtor, unless an Enforcement Event has occurred and is continuing a Default exists or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall Debtor at any time hold holds or acquire acquires any certificated securitiessecurities comprising part of the Collateral, Pledgor Debtor shall forthwith promptly endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (i) take such actions as Secured Party may reasonably request to which such cause the issuer shall agree, among other things, to agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails (ii) take such actions as Secured Party may reasonably request to obtain such written agreement or other authenticated record from an issuer, Pledgor shall arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (A) take such actions as Secured Party may reasonably request to cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (B) in the case of financial assets or other investment property held through a securities intermediary, take such actions as Secured Party may reasonably request to arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor Debtor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by PledgorDebtor, unless an Enforcement Event has occurred and is continuing a Default exists or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 9(f) shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (i) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and, at Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to Secured Party, either (A) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (B) in the case of financial assets or other investment property Investment Property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment propertyInvestment Property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurInvestment Property. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, Pledgor such Grantor shall forthwith endorse, assign sign and deliver the same to the Secured Party, Party accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities security is now owned or hereafter acquired by Pledgor any Grantor are uncertificated and are issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor such Grantor shall immediately notify the Secured Party thereof and shall cause at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant Party either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor Securities or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securitiesSecurities, whether certificated or uncertificated, uncertificated or other investment property Investment Property now or hereafter acquired by Pledgor the Grantor are held or acquired by Pledgor any Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, Pledgor the Grantor shall immediately notify the Secured Party thereof and shall cause such securities intermediary or (as at the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant to which Party either (i) cause such securities intermediary Securities Intermediary or commodities intermediaryCommodity Intermediary, as the case may be, shall, among other things, to agree to comply comply, in each case, without further consent of such Grantor or such nominee, at any time with entitlement orders Entitlement Orders or other instructions from the Secured Party to such securities intermediary Securities Intermediary as to such securities Securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor Commodity Intermediary or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets Financial Assets or other investment property Investment Property held through a securities intermediarySecurities Intermediary, arrange for this Secured Party or a Delegate to become the entitlement holder Entitlement Holder with respect to such investment propertyInvestment Property after the occurrence of an Event of Default, with Pledgor such Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor that The Secured Party shall not give any such entitlement orders Entitlement Order or instructions or directions to any such issuerissuers, securities intermediary Securities Intermediary or commodity intermediary, Commodity Intermediary and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Grantor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCcontinuing.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (i) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, financial assets or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant to which either (x) cause such securities intermediary or commodities intermediary, as the case may be, shall, among other things, to agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or financial assets or other investment property, or (as without the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (y) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall any Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any commodity interests or securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within three (3) Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within three (3) Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, Pledgor such Grantor shall forthwith endorse, assign sign and deliver the same to the Secured Party, Party accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities security is now owned or hereafter acquired by Pledgor any Grantor are uncertificated and are issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor such Grantor shall immediately notify the Secured Party thereof and shall cause at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant Party either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor Securities or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securitiesSecurities, whether certificated or uncertificated, uncertificated or other investment property Investment Property now or hereafter acquired by Pledgor the Grantor are held or acquired by Pledgor any Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, Pledgor the Grantor shall immediately notify the Secured Party thereof and shall cause such securities intermediary or (as at the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant to which Party either (i) cause such securities intermediary Securities Intermediary or commodities intermediaryCommodity Intermediary, as the case may be, shall, among other things, to agree to comply comply, in each case, without further consent of such Grantor or such nominee, at any time with entitlement orders Entitlement Orders or other instructions from the Secured Party to such securities intermediary Securities Intermediary as to such securities Securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor Commodity Intermediary or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets Financial Assets or other investment property Investment Property held through a securities intermediarySecurities Intermediary, arrange for this Secured Party or a Delegate to become the entitlement holder Entitlement Holder with respect to such investment propertyInvestment Property, with Pledgor such Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCInvestment Property.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, intermediary in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor Debtor that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurcontinuing. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor any Debtor shall at any time hold or acquire any certificated securities, Pledgor such Debtor, subject to the Intercreditor Agreement, shall forthwith endorse, assign and deliver the same to the Secured Party, Party accompanied by such instruments of transfer or assignment duly executed in blank by an “effective indorsement” (as Secured Party may from time to time specifydefined in Section 8-107 of the UCC). If any securities now owned or hereafter acquired by Pledgor any Debtor are uncertificated and are issued to Pledgor such Debtor or its nominee directly by the issuer thereof, Pledgor such Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant Party either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor such Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor any Debtor are held or acquired by Pledgor such Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor such Debtor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor such Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor such Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtors that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Debtors, unless a Default or an Enforcement Event of Default (as such terms are defined in the Indenture) has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant DocumentsIndenture, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.